This policy was last updated May 21, 2021.
These Merchant’s Agreement and Terms of Service is between you (the Merchant) and UfitPay, a payment technology solution by Ynet Technology Limited. It details UfitPay’s obligations to you. It also highlights certain risks on using the services and you must consider such risks carefully as you will be bound by the provisions of this Agreement through your use of this website or any of our Services.
To use UfitPay, you have to create a UfitPay vendor account by registering. To register, you will provide us with certain information such as your email, first name, last name, business name and phone number, bank verification number and we may seek to verify your information, (by ourselves or through third parties), after which we will approve your account unless deemed risky. You give us permission to do all these by registering on UfitPay.
In the event that you change any information (including your business name, address, financial institution, mode of payments or the products and services you offer, or where you experience a corporate restructuring including but not limited to a merger, an acquisition, hive-off) provided to us at registration you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us and/or has not been used to previously contact us.
You represent and warrant to UfitPay that:
You agree not to allow anyone else to have or use your password details or other account credentials and to comply with all reasonable instructions we may issue from time to time regarding account access and security. In the event you share your password details, UfitPay will not be liable to you for losses or damages which occur as a direct or indirect consequence of your failure to comply. You will also take all reasonable steps to protect the security of the personal electronic device through which you access UfitPay’s services (including without limitation, using PIN and/or password protected personally configured device functionality to access UfitPay’s services and not sharing your device with other people).
You agree to comply with all data privacy and security requirements of the Payment Card Industry Data Security Standard (PCI DSS Requirements”) and under any applicable law or regulation that may be in force, enacted or adopted regarding confidentiality, your access, use, storage and disclosure of user information. Information on the PCI DSS can be found on the PCI Council’s website. It is your responsibility to comply with and keep yourself abreast of these standards as may be changed from time to time.
We are responsible for the security and protection of payment information we collect and store. Accordingly, we implement access control measures, security protocols and standards including the use of encryption and firewall technologies to ensure that CHD is kept safe and secure on our servers, in compliance with the PCI DSS Requirement. We also implement periodical security updates to ensure that our security infrastructures are in compliance with reasonable industry standards.
We acknowledge that you own all your customers’ data. You hereby grant UfitPay a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your customers’ data for the following purposes:
We hereby grant you a revocable, non-exclusive, non-transferable license to use UfitPay’s Application Programming Interfaces (APIs), developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the UfitPay’s services. If you do not comply with the documentation and any other requirements provided by UfitPay, then you will be liable for all resulting damages suffered by you, UfitPay and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.
We hereby grant you a revocable, non-exclusive, non-transferable license to use UfitPay’s trademarks used to identify our services (the “Trademarks”) solely in conjunction with the use of the Services. You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to UfitPay (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all the Trademarks.
We do not grant any right or license to any UfitPay intellectual property rights by implication, estoppel or otherwise other than those expressly mentioned in this Agreement.
Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licenses specifically granted herein.
You hereby grant UfitPay permissions to use your name and logo in our marketing materials including, but not limited to use on our website, in customer listings, in interviews and in press releases. Such publicity does not imply an endorsement for your products and services.
The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party.
As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
You agree that, you are solely responsible for verifying the identities of your customers, ensuring that they are authorised to carry out the transactions on your platform, and determining their eligibility to purchase your products and services.
You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide UfitPay with these.
Each card network has its own rules, regulations and guidelines. You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network Rules at Mastercard, Visa, Verve and other payment cards. The Card Networks/Payment Partner reserve the right to amend the Network Rules.
You may only process payments when authorised to do so by your customer. We will only process transactions that have been authorised by the financial institution, applicable Card Network or card issuer.
We do not guarantee or assume any liability for transactions authorised and completed that are later reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. UfitPay may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
You agree to pay us for the services we render as a payment gateway for your goods and services. Our Fees will be calculated as demonstrated on the Pricing page on the website and can be calculated on the same page. The Fees on our Pricing page is integral to and forms part of this Agreement. We reserve the right to revise our Fees.
In the event that we revise our fees we will notify you within 5 days of such change.
Subject to the terms of this Agreement, UfitPay will send to your designated bank or card settlement account (“Bank Account”) all amounts settled and due to you from your transactions, minus our fees as stated in the Fee Schedule, any Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to UfitPay under this Agreement (“Payout”). If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank account and related information and grant us permission to debit amounts due from your Bank Account.
After transfer of funds is initiated to your Bank Account, we will update information on your UfitPay Dashboard to reflect settlement. Information regarding your transactions that are processed and settled using UfitPay (“Transaction History”) will be available to you when you login to your UfitPay Dashboard. While we will provide Transaction History in your UfitPay Dashboard, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your UfitPay account as may be required for your business. UfitPay is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.
Your Payout Schedule, which is the time it takes us to initiate a transfer to your Bank Account settled funds from transactions processed through us is on your UfitPay Dashboard. We reserve the right to change your Payout Schedule, suspend payouts to your Bank Account or initiate a reversal should we deem it necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with your use of UfitPay, or if required by law, a lawful requirement of a regulatory authority or court order.
You authorise and instruct UfitPay to hold, receive, and disburse funds on your behalf when such funds from your transactions settle from the Card Networks/Payment Partner. By accepting this Agreement, you further authorise UfitPay on how your transaction settlement funds should be disbursed to you as Payouts and the timing of such Payouts.
You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by UfitPay pending settlement and Payout to your Bank Account.
Settlement funds will be held in a deposit account at UfitPay pending Payouts to you in accordance with the terms of this contract. We may periodically make available to you information about pending settlements yet to be received from the Card Networks/Payment Partner.
Your authorisations will remain valid and be of full effect until your UfitPay Account is closed or terminated.
UfitPay is responsible for protecting the security of Payment Data including CHD in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorised access and accidental loss or modification. Although, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes. We will however take all reasonable and commercially achievable measures to address any security breach as soon as we become aware.
You are required to provide a dedicated IP address which will be configured to your UfitPay Disbursement profile. You understand that if you fail to provide the IP address, you do so at your own risk. You equally indemnify UfitPay in the event your failure to provide the dedicated IP address leads to a security breach on UfitPay.
You agree to use other procedures and controls provided by us and other measures that are appropriate for your business to reduce the risk of fraud.
In the event that you suspect any fraudulent activity by a customer, you agree to notify UfitPay immediately and quit the delivery of the service. In addition, where we suspect that there have been frequent fraudulent transactions on your account, we reserve the right to cancel our Service to you and/or your account
You agree to notify us immediately any error is detected while reconciling transactions that have occurred using UfitPay. We will investigate and rectify the errors where verified. In the event that we notice any errors, we will also investigate and rectify such errors.
Where we owe you money as a result of such errors, we will refund the amounts owed to you by a bank transfer to your Bank Account.
If a transaction is erroneously processed through your platform, you shall report to us immediately. We will investigate any such report and attempt to rectify the errors by crediting or debiting your Bank Account as appropriate.
Failure to notify us within 45 (forty-five) days of the occurrence of an error will be deemed a waiver of your rights to amounts that are owed to you due to an error.
A Chargeback usually happens when a customer files directly with or disputes through his or her credit or debit card issuer a payment on their bill. It may result in the reversal of a transaction. You may be assessed Chargebacks for (i) customer disputes; (ii) unauthorised or improperly authorised transactions; (iii) transactions that do not comply with Card Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the Card Network, our processor, or the acquiring or issuing banks. Where a Chargeback occurs, you are immediately liable for all claims, expenses, fines and liability we incur arising out of that Chargeback and agree that we may recover these amounts by debiting your Bank Account. Where these amounts are not recoverable through your Bank Account, you agree to pay all such amounts and you grant us the right to enforce this payment through any other means.
n our sole discretion, we may place a Reserve on a portion of your Payouts by holding for a certain period such portion where we believe there is a high level of risk associated with your business. If we take such steps, we will provide you with the terms of the Reserve which may include the percentage of your Payouts to be held back, period of time and any other such restriction that UfitPay may deem necessary. Where such terms are changed, we will notify you. You agree that you will remain liable for all obligations related to your transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.
To secure your performance of this Agreement, you grant UfitPay a legal claim to the funds held in the Reserve as a lien or security interest for amounts payable by you.
You agree that you are solely responsible for accepting and processing returns of your products and services. We are under no obligation to process returns of your products and services, or to respond to your customers’ inquiries about returns of your products and services. You agree to submit all Refunds for returns of your products and services that were paid for through UfitPay to your customers in accordance with this Agreement and relevant Card Network Rules.
You may terminate this Agreement by closing your UfitPay Account.
We may suspend your UfitPay Account and your access to UfitPay services and any funds, or terminate this Agreement, if;
You are independently responsible for complying with all applicable laws related to your use of our website and services. However, by accessing or using UfitPay, you agree to comply with the terms and conditions of our Acceptable Use Policy and are restricted from the activities specified in it which you can read on our Acceptable Use Policy page.
We operate zero tolerance for money laundering and financial terrorism. As such, we work in close relationship with law enforcement agents and our regulatory authorities to identify and present for prosecution any Merchant and/or any customer of our Merchants who are reasonably suspected of money laundering and financing terrorism. By using our Service, you undertake that you and your business are not involved in money laundering and terrorism financing. You understand that you will not knowingly utilize our Service to facilitate money laundering and/or financial terrorism. We retain at all times during the course of this Agreement the right to withdraw our Services to you upon reasonable suspicion of your breach of this provision. You understand that as a result of investigations and/or enquiries by law enforcement agents and regulatory authorities, we may release your information in compliance with their lawful requests. You understand that as a result of investigations by law enforcement agents and/or courts of competent jurisdiction, you may be liable to Chargeback on transactions considered to be against extant anti-money laundering and counter financial terrorism laws. We retain the right to utilise the sum standing to your credit in Reserve to offset all cost incurred in attending to all lawful invitations, enquiry by law enforcement agencies and regulatory agencies. You also give us the right to make a deduction from your Bank Account to the extent our cost cannot be covered by the Reserve. For the avoidance of doubt, you also covenant with us that in the event that the sums standing to your credit in your Reserve and your Bank Account cannot offset the cost incurred by us, you agree to pay all such amounts and you grant us the right to enforce this payment through lawful means.
WE TRY TO KEEP UFITPAY AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE. HOWEVER, YOU USE IT AT YOUR OWN RISK. OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UFITPAY MAKES NO WARRANTY THAT OUR WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OUR WEBSITE OR FROM UFITPAY, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "UDITPAY PARTIES") SHALL CREATE ANY WARRANTY.
IN NO EVENT WILL UFITPAY BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT OF THE TRANSACTION OR TWENTY THOUSAND UNITED STATES DOLLARS (US$20,000.00) DOLLARS, WHICHEVER IS LESSER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH UFITPAY’S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF UFITPAY’S WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that UfitPay may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of UfitPay’s liability shall be the minimum permitted under such applicable law.
You agree to defend, indemnify, and hold UfitPay, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Agreement.
We may need to update, modify or amend our this Agreement as our technology evolves. We reserve the right to make changes to this Agreement at any time by giving notice to users on this page.
We advise that you check this page often, referring to the date of the last modification on the page. If you have any objection to any of the changes to this Agreement, you must cease using our website and/or services immediately.
This Agreement shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.
We shall make efforts to settle all disputes amicably. Any dispute arising out of this Agreement which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to mediation by a single mediation at a court within the Federal Capital Teritory of Nigeria or such further amendments, reenactments thereof. Where the mediation referred to herein is unable to settle the disputes of the Parties (either wholly or in part), such disputes shall be submitted to arbitration by a single arbitrator at the LMDC and governed by the Arbitration and Conciliation Act, Cap A10 Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you). Where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Mediation and Arbitration. Venue for the mediation and arbitration shall be Abuja, Nigeria.
By accessing or using UfitPay, you agree to comply with the terms and conditions of this Acceptable Use Policy.
You may not use UfitPay in connection with any product, service, transaction or activity that:
You may not use UfitPay in connection with any product, service, transaction or activity that:
If, in our sole discretion, we believe that you may have engaged in any violation of this Agreement, we may (with or without notice to you) take such actions as we deem appropriate to mitigate risk to UfitPay and any impacted third parties and to ensure compliance with this Agreement. Such actions may include, without limitation:
We may need to update, modify or amend this Agreement at any time. We reserve the right to make changes to this Agreement.
We advise that you check this page often, referring to the date of the last modification on the page.